-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ViTAgeevvjgkbTy4LyT5swa3f4ZB9kTn6Phyzw/0C0ccSW/FInjQ2Bh9cN1T3Q96 fRZ+tyZzb7uBwUlQV3zOhw== 0000895126-05-000003.txt : 20050103 0000895126-05-000003.hdr.sgml : 20041231 20050103130949 ACCESSION NUMBER: 0000895126-05-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050103 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050103 DATE AS OF CHANGE: 20050103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 05501467 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 8-K 1 chk01032005.txt ELECTION OF SEN DON NICKLES TO BOARD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - ------------------------------------------------------------------------------- January 3, 2005 (January 3, 2005) CHESAPEAKE ENERGY CORPORATION - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) OKLAHOMA 1-13726 73-1395733 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 6100 North Western Avenue, Oklahoma City, Oklahoma 73118 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 405.848.8000 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 ELECTION OF DIRECTOR On January 3, 2005, Chesapeake Energy Corporation issued a press release announcing the election of Senator Don Nickles to the Chesapeake Board of Directors. Senator Nickles has been appointed to the Audit Committee of the Board. The press release is attached hereto as exhibit 99.1. SECTION - 9 FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NO. DOCUMENT DESCRIPTION ----------- -------------------- 99.1 Press Release of January 3, 2005 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHESAPEAKE ENERGY CORPORATION By: /s Aubrey K. McClendon ------------------------------------ Aubrey K. McClendon Chairman of the Board and Chief Executive Officer Date: January 3, 2005 3 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION ----------- -------------------- 99.1 Press Release of January 3, 2005 4 EX-99 2 chk01032005exh99.txt PRESS RELEASE_ELECTION OF DON NICKLES TO BOD EXHIBIT 99.1 CHESAPEAKE ENERGY CORPORATION ANNOUNCES THE ELECTION OF SENATOR DON NICKLES TO CHESAPEAKE'S BOARD OF DIRECTORS OKLAHOMA CITY, OKLAHOMA, JANUARY 3, 2005 - Chesapeake Energy Corporation (NYSE: CHK) today announced the election of Senator Don Nickles to the Chesapeake Board of Directors for a term expiring in 2005, after which he will stand for re-election by Chesapeake's shareholders. Senator Nickles (R., Okla.), 56, is retiring from the U.S. Senate tomorrow after a distinguished 24-year career. During his four terms in the Senate, Senator Nickles served in numerous leadership positions, including Chairman of the Senate Budget Committee (2003-04) and Assistant Republican Leader (1996-2002). Important energy legislative accomplishments during his service in the Senate include repeal of the Windfall Profits Tax (1988), repeal of the Fuel Use Policy Act (1987), the deregulation of natural gas prices (1989) and numerous other contributions to the nation's energy policies. In addition, other major pieces of Nickles-sponsored legislation include: the National Organ Transplant Act (1984), repeal of the 55 MPH federal speed limit (1995), The American Family Tax Relief Act (1995), The Defense of Marriage Act (1996), The Congressional Review Act (1996), The International Religious Freedom Act (1998), the Child Citizenship Act (2000) and the Jobs and Growth Tax Relief Act (2003). Senator Nickles was raised in Ponca City, Oklahoma and graduated from Oklahoma State University in 1971. Upon graduation he became Vice-President and General Manager of the Nickles Machine Corporation, a family-owned small business that provided products and services to the energy industry. Senator Nickles also served in the National Guard from 1970-76. In 1980, he was elected to the U.S. Senate at the age of 31, becoming the youngest member of the U.S. Senate. Senator Nickles recently formed The Nickles Group, a Washington-based consulting and business venture firm. Senator Nickles' election increases the size of Chesapeake's Board to eight members. Management is represented by Aubrey K. McClendon and Tom L. Ward, the company's co-founders and largest individual shareholders. The other Board members are Frank Keating of Washington, D.C.; Breene M. Kerr of Easton, Maryland; Charles T. Maxwell of Bronxville, New York; Shannon T. Self of Oklahoma City; and Frederick B. Whittemore of New York City. MANAGEMENT COMMENT Aubrey K. McClendon, Chairman and Chief Executive Officer of Chesapeake said of Senator Nickles' election, "We are extremely pleased to have Don join Chesapeake's Board. We have known Don for many years and watched with pride as he rose from the youngest member of the U.S. Senate to one of the country's most influential leaders. Senator Nickles is a man of exceptional accomplishment, leadership skills and personal character. From his family background in the industry and his four terms as a leading U.S. Senator, Don understands energy issues and the industry's importance to the U.S. economy. In a time of growing political debate about the country's energy policies, we will particularly appreciate his in-depth knowledge of energy public policy issues." CHESAPEAKE ENERGY CORPORATION IS THE SIXTH LARGEST INDEPENDENT PRODUCER OF NATURAL GAS IN THE U.S. HEADQUARTERED IN OKLAHOMA CITY, THE COMPANY'S OPERATIONS ARE FOCUSED ON EXPLORATORY AND DEVELOPMENTAL DRILLING AND PRODUCING PROPERTY ACQUISITIONS IN THE MID-CONTINENT, PERMIAN BASIN, SOUTH TEXAS, TEXAS GULF COAST AND ARK-LA-TEX REGIONS OF THE UNITED STATES. THE COMPANY'S INTERNET ADDRESS IS WWW.CHKENERGY.COM. -----END PRIVACY-ENHANCED MESSAGE-----